CUSIP No. 0002296781 Page 1 of 4 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)1
Cubist Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
0002296781
(CUSIP Number)
Jeremy L. Curnock Cook John C. MacMurray, Esq.
Rothschild Asset Management Ltd. Reboul, MacMurray, Hewitt,
Five Arrows House Maynard & Kristol
St. Swithin's Lane 45 Rockefeller Plaza
London EC4N 8NR England New York, New York 10111
Tel. 011-171-280-5000 Tel. (212) 841-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 23, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
- --------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page. The information required on
the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
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CUSIP No. 0002296781 Page 2 of 4 Pages
1) Name of Reporting Person International
S.S. or I.R.S. Identification Biotechnology
No. of Above Person Trust plc
2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
3) SEC Use Only
4) Source of Funds Not Applicable
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place
of Organization United Kingdom
Number of 7) Sole Voting 1,199,661 shares of
Shares Beneficially Power Common Stock, $.001
Owned by par value ("Common
Reporting Person Stock")
8) Shared Voting
Power -0-
9) Sole Disposi- 1,199,661 shares of
tive Power Common Stock
10) Shared Dis-
positive Power -0-
11) Aggregate Amount Beneficially 1,199,661 shares of
Owned by Each Reporting Person Common Stock
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
13) Percent of Class
Represented by 5.9%
Amount in Row (11)
14) Type of Reporting
Person CO
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CUSIP No. 0002296781 Page 3 of 4 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
Reference is hereby made to the statement on Schedule 13D originally
filed with the Securities and Exchange Commission (the "Commission") on July 28,
1997 and Amendment No. 1 thereto filed on November 30, 1998 (as so amended, the
"Schedule 13D"). Terms defined in the Schedule 13D are used herein as so
defined.
The Schedule 13D is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated to read in its entirety as
follows:
(a) Based on a total of 20,283,152 shares of Common Stock outstanding
as of November 12, 1999, as reported in the Issuer's Report on Form 10-Q for the
period ended September 30, 1999 filed with the Commission on November 12, 1999,
IBT owns 1,199,661 shares of Common Stock, or approximately 5.9% of the Common
Stock outstanding.
(b) Except as described in Item 6 of the Schedule 13D, IBT has sole
power to vote or direct the voting of and to dispose or to direct the
disposition of the shares of Common Stock referred to in paragraph (a) above.
(c) Between September 14 and September 24, 1999 IBT sold an aggregate
223,223 shares of Common Stock in open market transactions, at an average price
of $10.30 per share. On November 15, 1999 IBT exercised its Warrant for 111,112
shares of Common Stock (the "Warrant Shares") in its entirety in a cashless
exercise transaction, selling certain of the Warrant Shares to pay the exercise
price of $2.25 per share. The remaining 83,334 Warrant Shares were then issued
to IBT.
(d) No other person has the power to direct the receipt of dividends
on, or the proceeds from sales of, the shares of Common Stock owned by IBT.
(e) Not applicable.
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CUSIP No. 0002296781 Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 22, 1999
INTERNATIONAL BIOTECHNOLOGY TRUST PLC
By:/s/ Jeremy L. Curnock Cook
Director
